THIRD AMENDED AND RESTATED
BYLAWS
OF
THE NEW AMERICA SCHOOLS NETWORK
(a Colorado nonprofit corporation)
ARTICLE IGENERAL
Section 1.1Name. The name of the Corporation is The New America Schools Network.
Section 1.2Mission and Purpose. The mission of the Corporation is to empower new immigrants and English Language Learners with the educational tools and support they need to maximize their potential, succeed and live the American dream. The Corporation is organized exclusively for charitable, scientific, literary or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended,or the corresponding section of any future federal tax code (the “Code”). The Corporation may carry on any other lawful activity consistent with its Articles of Incorporation, these Bylawsand the Colorado Revised Nonprofit Corporation Act (the “Act”).
Section 1.3Prohibited Activities. Neither the name of the Corporation nor the names of any Director or Officer in their official capacity with the Corporation, shall be used to endorse or promote a commercial concern, or in connection with any partisan interest, or for any purpose not appropriately related to promotion of the goals of the Corporation. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its Directors, Officers or other private persons. However, the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article I. The Corporation shall not directly or indirectly participate or intervene in any way(including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office. The Corporation shall not devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal taxation under Section 501(c)(3) of the Code.
ARTICLE IIOFFICES
Section 2.1Business Offices. The principal office of the Corporation in the State of Colorado shall be at such location as the Board shall determine. The Corporation may have such other offices, either within or without the State of Corporation, as the Board of Directorsmay determine from time to time.
Section 2.2Registered Office. The Corporation shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with principal office in the State of Colorado. The registered agent and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE IIIMEMBERS
The Corporation shall not have members as that term is used in the Act and shall have no capital stock. The Corporation shall be governed exclusively by the Board of Directors pursuant to Article IV hereunder.
ARTICLE IVBOARD OF DIRECTORS
Section 4.1General Powers. The affairs of the Corporation shall be managed by its Board of Directors (“Board”). The Board shall have all the powers of a Board as set forth in the Act and these Bylaws.
Section 4.2Number, Classes and Eligibility. There shall no less than five (5)and no more than twenty one (21)members of the Board. Members of the Board need not be residents of the State of Colorado. There shall be two (2) classes of Directors: Charter School Directors and At-Large Directors. Charter School Directors and At-Large Directors are collectively referred to in these Bylaws as “Directors.”
(a)Charter School Directors. A Charter School Director shall be a member in good standing of a governing board or governing council of a charter school which is part of The New America Schools Network (“Network”). Employees of any charter school which is part of the Network are not eligible to be Charter School Directors, but they may serve in an advisory capacity on advisory committees of the Board. Each charter school governing board or council may appoint two (2) Charter School Directorsper charter school in the Network under its supervision to sit on the Board. No less than sixty percent (60%) of all of the Directors shall be Charter School Directors. A Charter School Director shall hold office for the term for which he or she is appointed, until removed by the governing board or councilthat appointed him or her, until his or her successor has been duly elected and qualified, until such Director resigns, is removed pursuant to Section 4.5(a) hereunder, or becomes incapacitated or dies.
(b)At-Large Directors. An At-Large Director may consist of any person drawn from the community at large. An At-Large Director shall be appointed by the Board upon recommendation from the Corporation’s nominating committee pursuant to Section 6.7 hereunder. An At-Large Director shall hold for office for the term for which he or she is appointed, until his or her successor has been duly elected and qualified, until such Director resigns, is removed pursuant to Section 4.5(b) hereunder, or becomes incapacitated or dies.
Section 4.3Term of Office. Of the initialCharter School Directors, one-half (1/2) shall serve for an initialtwo (2) year term and one-half (1/2) shall serve for an initialthree (3) year term. All Charter School Directors elected thereafter shall serve for a three (3) year term. There are no term limits for Charter School Directors.At-Large Directorsshall serve for three (3) year terms, with a maximum of two (2) successive terms.
Section 4.4Intentionally left blank.
Section 4.5Removal of Directors.
(a)A Charter School Director may be removed by the governing board or council that appointed him or her. Additionally, the Board, by the vote of two-thirds (2/3rds) of a quorum, excluding the Charter School Director in question, may recommend to a governing board or council to remove the Charter School Director it appointed, with such recommendation to be in writing and to include a description of the reasons why the Board believes such Charter School Directors should be removed. The governing council or board should strongly consider the recommendation of the Board, but it shall make the final decision on whether such Charter School Directors should be removed.
(b)An At-Large Director may be removed by the Board, with or without cause, by a vote of two-thirds (2/3rds)a quorum, excluding the At-Large Director in question.
Section 4.6Vacancies. Whenever a vacancy occurs on the Board by reason of death, resignation, incapacity, removal or otherwise, a vacancy in a Charter School Director position shall be filled by the governing council/board which appointed such Charter School Director, and a vacancy in an At-Large Director position shall be filled by the majority vote of the Directorspresent at a meeting at which a quorum is present, and based upon the recommendations of the nominating committee.
Section 4.7Voting. Charter School and At-Large Directors shall have equal voting privileges to consist of one (1) vote each.
Section 4.8Regular and Annual Meetings. The Annual Meeting of the Boardshall be held each year in such month as determined by the Board, and shall be called by the Chairperson, or if none, by the Vice-Chairperson. The Board may provide by resolution the time for the holding of Regular Meetings of the Board, with notice of such meeting to be given under Section 4.10 below. All Annual or Regular Meetings of the Board shall be held at the principal office of the Corporation, unless another place for holding the meeting is established. Meetings may also be held by telephone or other means of communication as permitted by the Act or these Bylaws. The Corporation is not a “Local Public Body” for purposes of compliance with the Colorado Open Meetings Law, §24-6-402, C.R.S.
Section 4.9Special Meetings. Special Meetings of the Board may be called by or at the request of the Chairperson or the Vice-Chairperson. All Special Meetings of the Board shall be held at the principal office of the Corporation, unless another place for holding the meeting is established. Notice of Special Meeting shall be given pursuant to Section 4.10 below. Special Meetings may also be held by telephone or other means of communication as permitted by the Act or these Bylaws.
Section 4.10Notice of Meetings. Written notice stating the place, day and hour of a Special or Annual Meeting shall be delivered not less than two (2) days before the date of the Special or Annual Meeting, by or at the direction of the person or persons calling such meeting, to each Director. Notice of such Special or Annual Meeting need not describe the purpose of such meeting unless otherwise required by the Act or by resolution of the Board. There is no requirement to provide any notice to Directors for a Regular Meeting unless the purpose of said Regular Meeting is to amend the Articles of Incorporation or these Bylaws pursuant to Article XI hereunder. Notices under this Section 4.10shall either be delivered in person, by regular mail, teletype, electronic mail, telephone or other form of communication permitted by the Act or these Bylaws. If mailed, the notice shall be deemed delivered when deposited in the United States mail, addressed to the Director at the Director's address as it appears on the books of the Corporation, with postage thereon prepaid. All other methods of notice shall be effective when received. Whenever any notice is required to be given under these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein for giving notice, shall be deemed equivalent to the giving of such notice. Unless otherwise expressly provided for herein, all notices shall be given as provided in the Act.
Section 4.11Quorum. A majority of the number of Directors serving the Corporation at the time notice of a meeting of Directors (whether Annual, Regular or Special) is given shall constitute a quorum for the transaction of business at such meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn and reconvene the meeting from time to time without further notice.
Section 4.12Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or these Bylaws.
Section 4.13Action Without Meeting. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting by less than unanimous written consent if a notice stating the action to be taken and the time by which a Director must respond is transmitted in writing to each Director and each Director by the time stated in the notice either: (i) votes in writing for such action; or (ii) votes in writing against such action, abstains in writing from voting, or fails to respond or vote; and (iii) fails to demand that action not be taken without a meeting. The act of a majority of the Directors constituting a quorum shall be the act of the Board under this Section 4.13. A notice under this Section 4.13 shall state the action to be taken, the time by which a Director must respond, and that failure to respond by the time stated in the notice will have the same effect as abstaining in writing by the time stated in the notice and failing to demand that action not be taken without a meeting. All communications under this Section 4.13 may be transmitted or received by the Corporation and the Directors by fax, e-mail, or other form of wire or wireless communication permitted by the Act.
Section 4.14Telecommunication Meetings. Each of the Directors consent and agree that one or more Directors may participate in a meeting by means of telephone or video conference, Internet or similar communication equipment by which all Directors participating in the meeting can either hear or communicate with each other at the same time and such participation shall constitute presence at the meeting.
Section 4.15Compensation. Directors shall not receive any compensation for their services as such, except that Directors shall be entitled to receive reasonable compensation for their services to the Corporation as determined by the Board. Directors also shall be entitled to receive reimbursement for expenses incurred in connection with the performance of services on behalf of the Corporation.
ARTICLE VOFFICERS
Section 5.1Officers. The officers of the Corporation (“Officers”) shall be one (1) Chairperson, one (1) Secretary, one (1) Treasurer, and such other Officers as may be elected in accordance with the provisions of this Article V. An Officer shall be a Director of the Corporation. The Board may elect or appoint such other Officers as it shall deem desirable, including a Vice-Chairperson, and such Officers shall have the authority and perform the duties prescribed, from time to time, by the Board. Any two (2) or more offices may be held by the same person.
Section 5.2Election and Term of Office. The Officers of the Corporation shall be elected annually by the Board at the Annual Meeting. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board. Each Officer shall hold office until a successor shall have been duly elected and shall have qualified.
Section 5.3Removal. Any Officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed.
Section 5.4Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board for the unexpired portion of the term.
Section 5.5Chairperson. The Chairperson shall be the principal executive Officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The Chairperson shall preside at all meetings of the members of the Board and shall sign any deeds, mortgages, bonds, contracts, or other instruments on behalf of the Corporation, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute to some other Officer or agent of the Corporation; and in general shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board from time to time.
Section 5.6Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chairperson or by the Board. The Treasurer of the Board shall not administer the business and financial affairs of The Trust. The Board shall delegate the administration of the Corporation’s business and financial affairsto an accountant, certified public accountant or other appropriate person. The Treasurer shall report to the Board on the financial condition of the Corporation at such times as the Board may direct and shall furnish, or cause to be furnished, such financial statements as from time to time may be required by the Board. The Treasurer shall be responsible for presenting to the Board the annual report by auditors approved by the Board.
Section 5.7Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the Chairperson or by the Board. The Board may delegate the function of keeping minutes to a third party (with the Secretary reviewing and signing such minutes and overseeing such party), drafting the agenda for Board meetings, providing notice to Board meetings, and such other actions as the Board determines.
Section 5.8Vice-Chairperson. If there is a Vice-Chairperson, and in the absence of the Chairperson or in the event of the inability or refusal to act of the Chairperson, the Vice-Chairperson may perform the duties of the Chairperson, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. The Vice-Chairperson shall perform such other duties as from time to time may be assigned by the Chairperson or by the Board.
ARTICLE VICOMMITTEES
Section 6.1Committees of Directors. The Board may designate and appoint one or more committees of the Board which shall have and exercise the authority of the Board as granted in the resolution appointing the committee. No such committee shall have the authority to amend, alter or repeal Bylaws; elect, appoint or remove any member of any such committee or any Director or Officer of the Corporation; or amend, alter or repeal any resolution of the Board. The appointment of any such committee and the delegation of authority thereto shall not relieve the Board, or any individual Director, of any responsibility imposed upon him or her by law.